RABA v. CONNECT

── RABA v. CONNECT ── Case No.: 1 CA-CV 24-0072 Court: Court of Appeals of Arizona Date: April 02, 2026 Category: General IN THE ARIZONA COURT OF APPEALS DIVISION ONE RABA KISTNER, INC., Plaintiff/Appellee/Cross-Appellant, v. CONNECT 202 PARTNERS, LLC, et al., Defendants/Appellants/Cross-Appellees. No. 1 CA-CV 24-0072 FILED 04-02-2026 Appeal from the Superior Court in Maricopa County No. CV2019-013828, CV2020-000440 The Honorable Danielle J. Viola, Judge AFFIRMED IN PART; REVERSED IN PART; VACATED IN PART; AND REMANDED COUNSEL Lewis Roca Rothgerber Christie LLP, Phoenix By Susan M. Freeman, Robert F. Roos, Adam T. Reich, Brooks Brennan Counsel for Defendants/Appellants/Cross-Appellees Holden Willits PLC, Phoenix By Robert G. Schaffer, Michael J. Holden, Kevin M. Estevez Co-Counsel for Plaintiff/Appellee/Cross-Appellant Duane Morris LLP, Austin, Texas By Benton T. Wheatley (Pro Hac Vice), James V. Earl (Pro Hac Vice) Co-Counsel for Plaintiff/Appellee/Cross-Appellant  RABA v. CONNECT, et al. Opinion of the Court OPINION Judge David B. Gass delivered the opinion of the court, in which Presiding Judge Brian Y. Furuya and Chief Judge Randall M. Howe joined. G A S S, Judge: ¶1 A deal is a deal, especially in Arizona—a right to contract state. With no significant overriding public policy considerations, Arizona holds parties to their deals. No such considerations apply to the terms of the deal here—a five-year, multi-million-dollar, commercial contract between two sophisticated commercial entities. The court thus holds the parties to the deal’s express terms. ¶2 Raba Kistner, Inc. wants to avoid being held to the terms of the deal—a professional services agreement (the Agreement) it made with Connect 202 Partners, LLC. For almost two years, Raba overbilled Connect. When Connect identified the overbilling during a contractually authorized audit, Connect clawed back the overpayments by reducing its later payments to Raba. Raba sued, arguing in key part: (1) it did not overbill Connect under the Agreement, and (2) even if it did overbill Connect, the superior court should allow Raba to keep Connect’s overpayments under the voluntary payment doctrine. The superior court correctly ruled Raba overbilled Connect, a ruling Raba does not challenge on appeal. The superior court then ruled Connect did not have the right to audit Raba’s billing statements after it paid them, so Raba was entitled to recover the clawed-back overpayments under the voluntary payment doctrine. Connect appealed that ruling and others. Raba cross-appealed on other grounds, including equitable estoppel. ¶3 Because the superior court correctly found that the undisputed evidence did not support Raba’s equitable estoppel claim, the court affirms that ruling. The court reverses the superior court’s ruling in Raba’s favor on the voluntary payment doctrine. The court thus vacates the superior court’s ruling on the payment bond, the award of attorney fees and costs, and the judgment. With that, the balance of Raba’s cross-appeal issues are moot. The court thus remands to the superior court to consider Connect’s claims for attorney fees and costs and its claims under the payment bond. 2  RABA v. CONNECT, et al. Opinion of the Court FACTUAL AND PROCEDURAL HISTORY ¶4 The Agreement arises out of an Arizona Department of Transportation project to extend State Route 202 to link Interstate 10 south of Phoenix to I-10 west of Phoenix. The Loop 202 South Mountain Freeway Project extended State Route 202 by adding a 22-mile divided highway south and wes